CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. §§ 200.80(b)(4) AND 240.24b-2. THE
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE
MARKED ACCORDINGLY AS [**]. THE CONFIDENTIAL PORTIONS HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

WHEREAS, CMU owns
certain technology related to the Adaptive Learning Field (as
defined below) and wishes to sell such technology to Apollo, and
Apollo wishes to purchase such technology from CMU;
and

WHEREAS, CMU and CL are
parties to the CMU-CL Agreements (as defined below), pursuant to
which the Transferred Assets (as defined below) were licensed by
CMU to CL, and CMU and CL desire to terminate the CMU-CL Agreements
(as defined below).

NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound,
the Parties agree as follows:

1.

DEFINITIONS

1.1 “
Adaptive Learning Field ” means the field of adaptive
and cognitive learning.

1.2 “
Adverse Proceeding ” has the meaning set forth in
Section 2.5.

1.3 “
Affiliate ” means (i) with respect to Apollo, any
Person in which Apollo has an equity interest; and (ii) with
respect to CMU, any Person which is controlled by, controls, or is
under common control with, CMU. For purposes of this definition,
"control" when used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person,
whether through the ownership of at least fifty percent (50%) of
voting securities, by contract or otherwise; the term "controlled"
has a meaning correlative to the foregoing. A Person will cease to
be an Affiliate of CMU if such control relationship no longer
exists.

1.4 “
Agreement ” has the meaning set forth in the
preamble.

1.5 “
Apollo ” has the meaning set forth in the
preamble.

1.6 “
Apollo Group ” has the meaning set forth in Section
11.2.

1.7 “
CL ” has the meaning set forth in the
preamble.

1.8 “
Claims ” has the meaning set forth in Section
4.5.

1.9 “
Claim Notice ” means written notification pursuant to
Section 11.4 of a Third Party Claim as to which indemnify is sought
by an Indemnified Party, enclosing a copy of all papers served, if
any, and specifying the nature of and the basis for such Third
Party Claim and for the Indemnified Party's claim against the
Indemnifying Party, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good
faith, of such Third Party Claim.

1.11 “
Closing Event ” means the closing of the transaction
contemplated by the Merger Agreement.

1.12
“ CL Technology ” means (i) all Technology
developed by CL pursuant to the CMU-CL Agreements and (ii) the
Transferred Assets.

1.13 “
CMU ” has the meaning set forth in the
preamble.

1.14 “
CMU-CL Agreements ” means, collectively, the CMU-CL
First Agreement, CMU-CL Second Agreement, and CMU-CL Third
Agreement, and all amendments, side letters, and other agreements
modifying or amending any of the foregoing, if any.

1.15 “
CMU-CL First Agreement ” means that certain License
Agreement between CMU and CL, dated June 30, 1999 (as amended on
October 1, 1999, October 24, 2000, November 6, 2001, and March 31,
2005).

1.20 “
Confidential Information ” has the meaning set forth
in Section 8.1.

1.21 “
Conveyed Intellectual Property Rights ” means the
following intellectual property rights throughout the world in and
to the Transferred Assets, all: (i) rights associated with
patentable inventions, patents, patent applications, provisional
applications and other patent rights; (ii) rights associated with
works of authorship, including, without limitation, source code,
object code, executable code, registered and common law copyrights,
copyright applications and copyright registrations; (iii) rights
relating to the protection of trade secrets; (iv) divisions,
substitutions, continuations, continuations-in-part,
reexaminations, renewals, reissues, extensions and foreign
counterparts of the foregoing (i), (ii) and (iii) as and to the
extent applicable; and (v) all claims known and unknown, past and
future, against any third party relating thereto.

1.22 “[**]”
means the CMU software known as the “[**]”, internally
identified at CMU as “[**]” as the same may be modified
or supplemented from time to time. By way of clarification,
“[**]” does not include the [**].

1.23 “
[**] Discussion Period ” has the meaning set forth in
Section 7.2.

1.24 “
Derivatives ” means Technology developed by or for
Apollo or CMU, which includes, or is based in whole or in part on,
the Transferred Assets, including, but not limited to, translations
of the Transferred Assets to other foreign or computer languages,
adaptation of the Transferred Assets to other hardware platforms,
abridgments, condensations, revisions, and software incorporating
all or any part of the Transferred Assets which may also include
Apollo-created and/or CMU-created modifications, enhancements or
other software.

1.25 “
Disclosing Party ” has the meaning set forth in
Section 8.1.

1.26 “
Dispute Notice ” means a written notice provided by
any Party against which indemnification is sought under this
Agreement to the effect that such Party disputes its
indemnification obligation under this Agreement.

1.27 “
Dispute Period ” means the period ending thirty (30)
calendar days following receipt by an Indemnifying Party of either
a Claim Notice or an Indemnity Notice.

1.28 “
Documentation ” means programmer's notes, materials
and documentation for the Source Code of all software included in
the Transferred Assets.

1.29 “
Effective Date ” has the meaning set forth in the
preamble.

1.30 “
Encumbrance ” means any charge, claim, limitation,
condition, equitable interest, mortgage, lien, option, pledge,
security interest, easement, encroachment, right of first refusal,
adverse claim or restriction of any kind, including any restriction
on or transfer or other assignment, as security or otherwise, of or
relating to use, quiet enjoyment, voting, transfer, receipt of
income or exercise of any other attribute of ownership. “
Encumbrances ” do not include licenses or third party
rights of use.

1.31 “
Escrow Agent ” has the meaning set forth in Section
4.5(a).

1.32 “
Escrowed Amounts ” has the meaning set forth in
Section 4.5(a).

1.33 “
Event of Default ” has the meaning set forth in
Section 4.4(a).

1.34 “
Exclusive Field ” means the field of cognitive tutors
employing systems for tutoring students in solving a problem in the
form of a dialog with a student, computer-readable media containing
instructions for tutoring students in solving a problem in the form
of a dialog with a student, and computer assisted methods for
tutoring students in solving a problem in the form of a dialog with
a student, using, in each case, the explicitly represented tutorial
dialog planning strategies and an adaptive agenda for capturing
changes in tutorial strategies both implemented in a production
rule system falling within the scope of the claims of the Funded
Patent for converting story problems into mathematical symbols in
the areas of math, test preparation, and math-based disciplines,
such as statistics and economics but excluding biology, chemistry
and genetics.

1.42 “
Final Determination That CMU is Responsible ” has the
meaning set forth in Section 4.5(a).

1.43 “
Final Resolution ” has the meaning set forth in
Section 4.5(a).

1.44 “
[**] ” means [**], [**] and [**].

1.45 “
[**] ” has the meaning set forth in Section
7.1(c).

1.46 “
[**] ” has the meaning set forth in Section
7.3.

1.47 “
[**] ” has the meaning set forth in Section
7.1(c).

1.48 “
[**] ” has the meaning set forth in Section
7.1(c).

1.49 “
[**] ” has the meaning set forth in Section
7.1(c).

1.50 “
[**] Technology ” means any invention in the areas of
math-based products, test preparation products and adaptive
learning math products (excluding [**]): (i) of which one [**] is,
or more than one [**] collectively are, the [**]; and (ii) for
which CMU has the right to license to Apollo, including without
limitation, taking into account CMU's Intellectual Property Policy
(as the same is applied by CMU substantially in conformance with
CMU's past practices).

1.56 “
Indemnified Party ” means any Person claiming
indemnification under any provision of Section 11.

1.57 “
Indemnifying Party ” means any Person obligated to
indemnify an Indemnified Party under any provision of Section
11.

1.58 “
Indemnity Notice ” means written notification of a
claim for indemnity under Section 11 by an Indemnified Party,
specifying the nature of and basis for such claim, together with
the amount or, if not then reasonably ascertainable, the estimated
amount, determined in good faith, of such claim.

1.59 “
Intellectual Property Rights ” means all intellectual
property rights throughout the world, including without limitation,
all (i) rights associated with inventions (whether patentable or
not), including, without limitation, patents, patent applications,
provisional applications and other patent rights; (ii) rights
associated with works of authorship, including, without limitation,
source code, object code, executable code, registered and common
law copyrights, copyright applications and copyright registrations;
(iii) rights associated with trademarks, including, without
limitation, intent to use registrations, trademark applications,
trademark registrations, common law trademarks, trademark rights
and all associated good will; (iv) rights relating to the
protection of trade secrets, know-how and similar confidential and
proprietary information; (v) derivative works, divisions,
substitutions, continuations, continuations-in-part,
reexaminations, renewals, reissues, extensions and foreign
counterparts of all of the foregoing (i), (ii), (iii) and (iv), as
and to the extent applicable; (vi) internet domain name
registrations and associated rights; (vii) all claims known and
unknown, past and future, against any third party relating thereto;
and (viii) any right similar to those set forth above and any other
proprietary rights relating to intangible property.

1.60 “
Know-How ” means all know-how, if any, that is (i) not
expressed in the Transferred Assets; (ii) not covered by any
Conveyed Intellectual Property Right; and (iii) in non-tangible
form and retained in the unaided memories of CMU employees who have
rightfully had access to the Transferred Assets. For purposes of
this definition, a person's memory is unaided if the person has not
intentionally memorized know how for the purpose of retaining and
subsequently using or disclosing it.

1.61 “
Merger Agreement ” means the Agreement and Plan of
Merger among CL, Apollo and certain other parties identified
therein, dated as of the same date herewith.

1.71 “
Permitted Encumbrance ” means (i) any rights of, or
requirements imposed by, the Government Entity under U.S.C. Title
35 Sections 201-212 and all enabling regulations (the “
Bayh-Dole Act ”); and (ii) all rights, conveyances
and/or other Encumbrances created and/or permitted by or on behalf
of CL in favor of any third party.

1.73 “
Principal Inventors ” means, with respect to any
invention, the inventors claiming fifty percent (50%) or more of
the inventorship credit in the invention disclosure to the Center
for Technology Transfer and Enterprise Creation of CMU (or any
successor thereto).

1.82 “
Third Party Claim ” has the meaning set forth in
Section 11.4(a).

1.83 “
Trademark Term ” has the meaning set forth in Section
3.4(a).

1.84 “
Transferred Assets ” means (i) the items set forth on
Exhibits A-1, A-2 and A-3, and subject to Section 4.7 and Section
9.2, on an “as is” basis as of the date of the CMU-CL
First Agreement, CMU-CL Second Agreement and the CMU-CL Third
Agreement, respectively, and (ii) any Updates. “Transferred
Assets” shall not include the Funded Patent unless and
until the Funded Patent is transferred to Apollo in accordance with
Section 3.1 below. To the extent Updates were developed by or on
behalf of CL, for purposes of Sections 4.5(a), 4.7(d), 4.7(e) and
4.7(f), “Transferred Assets” shall not include Updates.
For avoidance of doubt, “ Transferred Assets ”
shall include the [**] delivered by CMU to CL prior to the
Effective Date (the “ [**] ”).

1.85 “
Updates ” means all updates, upgrades, bug-fixes,
patches, versions, releases, enhancements and improvements to the
Transferred Assets owned by CMU pursuant to Section 9.5 of
each of the CMU-CL Agreements, on, subject to Section 4.7 and
Section 9.2, an “as is” basis on the Effective
Date.

2.ASSIGNMENT OF
TRANSFERRED TECHNOLOGY

2.1
Assignment of Transferred Assets . As of the TALA Closing
Date, CMU hereby assigns, transfers and conveys to Apollo free and
clear of any Encumbrances (other than (a) with respect to the
Funded Patent, the Permitted Encumbrances in Section 1.71(i); and
(b) with respect to all other Transferred Assets, the Permitted
Encumbrances in Section 1.71(ii)), subject to the rights reserved
in Section 3.1(b), and Apollo, in reliance on the representations,
warranties and covenants of CMU contained herein, accepts, all of
CMU's right, title and interest throughout the world to the
Transferred Assets (excluding the Funded Patent and Know-How)
(including, without limitation, all of CMU's Conveyed Intellectual
Property Rights in and to such Transferred Assets), including,
without limitation, all rights of action against third parties CMU
had, has or may have in the future based thereon.

2.2
Moral Rights . Any assignment of copyright hereunder
includes all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to
as “moral rights” (collectively “ Moral
Rights ”). To the extent that such Moral Rights cannot be
assigned under applicable law and to the extent the following is
allowed by the laws in the various countries where Moral Rights
exist, CMU hereby waives and agrees not to assert such Moral Rights
and consents to any action of Apollo that would violate such Moral
Rights in the absence of such consent. CMU hereby agrees to confirm
any such waivers or consents from time to time as requested by
Apollo.

2.3
Delivery . As soon as reasonably practicable, but in no
event more than ten (10) days after to the Effective Date, CMU will
deliver the Transferred Assets (other than the Funded Patent) (in
Object Code form and Source Code form), including the
Documentation, to Apollo and to the extent not delivered by CMU to
Apollo, evidence satisfactory to Apollo that the remaining
Transferred Assets are in the possession of CL. Such evidence shall
include, but is not limited to, a detailed listing of such
remaining Transferred Assets. Notwithstanding the foregoing, if
Apollo discovers that not all of the Transferred Assets have been
delivered to Apollo, CMU agrees to work with Apollo in good faith
to identify such Transferred Assets and deliver such Transferred
Assets to Apollo. CL consents to the deliveries provided for
herein, and such information shall constitute Confidential
Information of CMU prior to the assignment set forth in Section
2.1, and shall constitute Confidential Information of Apollo after
such assignment.

2.4
Further Assurances . CMU agrees to perform, during and after
the Term, all reasonable and lawful acts deemed necessary by Apollo
to permit and assist Apollo in evidencing, perfecting, obtaining,
maintaining, defending and enforcing Apollo's rights in the
Transferred Assets (other than the Know-How). Such acts may
include, but are not limited to, execution of documents and
assistance or cooperation in legal proceedings. If Apollo is unable
after reasonable attempts during normal business hours to secure
CMU's signature to any such document in sufficient time to avoid
loss of Apollo's rights in the Transferred Assets where CMU's
signature is necessary to avoid such loss of rights, CMU hereby
designates and appoints, for a period of ten (10) years from the
Effective Date, Apollo and its duly authorized officers and agents,
as CMU's agents and attorneys-in-fact to act for and on behalf and
instead of CMU, to execute and file those documents necessary to
record assignments of, and evidence, perfect, obtain and maintain
title and interest in, the Transferred Assets, with the same legal
force and effect as if executed by CMU (it being acknowledged that
such appointment is a power coupled with an interest),
provided , however , that prior to executing any such
documents as CMU's agent or attorney-in-fact, and as a condition to
the effectiveness thereto, Apollo shall provide CMU not less than
twenty (20) days written notice with sufficient detail of the
document to be executed and the reason theref

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